31 Mar 2014 13:00
Minutes of the Meeting of the Board of Directors No. 254: In the City of Buenos Aires, on the 27th day of the month of March 2014, at 18.00 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 1743 of this City, with the presence of Messrs. Directors Jorge C. Rendo, Alejandro A. Urricelqui, Lorenzo Calcagno, Alberto C. Menzani, Saturnino L. Herrero Mitjans, Ignacio R. Driollet and Luis M. Blaquier; and of the members of the Supervisory Committee, Messrs. Carlos A. P. Di Candia, Raúl A. Morán and Pablo San Martín, who sign below. Mr. Jorge C. Rendo opens the meeting and submits the following point of the agenda to the consideration of those present: "Calling of a General Ordinary Shareholders' Meeting". Mr. Rendo speaks and states that pursuant to applicable legal rules and [the Company's] bylaws, and as decided by the Board of Director son 10 March, the Board must, and he specifically motions that it does, call a General Ordinary Shareholders' Meeting for 29 April 2014 at 15.00 (first call) and 9 May 2014 at 15.00 (second call), at the Company's headquarters on calle Piedras 1743, City of Buenos Aires, in order to consider the following agenda: "1) Appointment of two shareholders to draft and sign the meeting minutes; 2) Consideration of the documents set forth under Section 234, subsection 1 of Law No 19,550 and related laws, corresponding to economic year No. 15, ended 31 December 2013; 3) Consideration of the performance of the members of the Board of Directors; 4) Consideration of the compensation of the members of the Board of Directors for the economic year ended 31 December 2013. Authorisation to the Board of Directors to pay advances on compensation for economic year 2014, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Board of Directors is considered; 5) Consideration of the performance of members of the Supervisory Committee; 6) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2013. Authorisation to the Board of Directors to pay advances on compensation for economic year 2014, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered; 7) Consideration of the application of the Company's Retained Earnings as of 31 December 2013, which are of Ps.479,831,556. The Board of Directors proposes the following allocation: i) to the Legal Reserve Ps. 6,750,470; ii) to the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law Ps.233,081,086 and iii) to the distribution of cash dividends Ps.240,000,000, payable in two instalments, the first of which shall be of Ps.80,000,000, due within the 30 days immediately following the Shareholders' Meeting, and the second instalment of Ps.160,000,000, payable on or before 31 December 2014; 8) Appointment of the members and alternate members of the Board of Directors; 9) Appointment of the members and alternate members of the Supervisory Committee; 10) Approval of the annual budget of the Audit Committee; 11) Consideration of the fees of the External Auditor for the economic year ended 31 December 2013; and 12) Appointment of the Company's External Auditor". The motion is submitted to the vote [of the Directors] and is approved unanimously. The Board also unanimously authorises the Chairman to sign the notice calling the Shareholders' Meeting for its publication. With no further items to discuss, the meeting is adjourned at 19.00 hours.